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4. WARRANTY <br />4,1 Vendor warrants that each Program licensed to Customer will operate substantially in <br />conformance with the Documentation for such Program for a period of two years from the. <br />date of the License Supplement of such Program or until completion of Acceptance <br />Testing, whichever shall occur first. Vendor warrants the media on which the Program is <br />delivered to be free of defects in material and workmanship for a period of ninety (90) <br />calendar days following the date of shipment. <br />4.2 Customer's sole and exclusive remedies for breach of either of the foregoing warranties <br />shall be either replacement of the defective materials or a refund.of the license fee paid <br />for the Program(s) licensed on a Supplement. Such remedies are available only if <br />Vendor is notified within the applicable Warranty period and is provided a reasonable <br />opportunity to cure such breach. <br />4.3 NO OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE <br />PROGRAM, DOCUMENTATION OR SERVICES TO BE SUPPLIED BY VENDOR, <br />INCLUDING WITHOUT LIMITATION AND IMPLIED WARRANTY OF <br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. <br />5. INDEMNITY AGREEMENT <br />5.1 The Vendor shall indemnify, hold harmless, and defend the Customer and its elected <br />officials, officers, and employees from and against all claims, suits, and actions arising <br />from the negligent acts or omissions of the Vendor, its agents, employees, and <br />volunteers. This Indemnity agreement shall include any claims, suits, or actions involving <br />infringement of any patent, trademark, copyright, or trade secret connected with the <br />subject of Licensing Agreement or Program. <br />5.2 The Customer shall indemnify, hold harmless, and defend the Vendor, its agents, <br />employees, and volunteers from and against all claims, suits, and actions arising from <br />the negligent acts or omissions by the Customer, its elected officials, officers, and <br />employees. <br />6. LIMITATION OF LIABILITY <br />The total liability of the Vendor with regard to any damages related to breach of warranty <br />issues shall not in any event exceed the license fee paid by the Customer with respect to <br />the affected Program. Neither the Vendor nor its licensors shall be liable for loss of <br />profits, or indirect, incidental, or consequential damages. This limitation of liability shall <br />not in any way limit damages that may result from negligent acts of the Vendor that may <br />lead to bodily injury, or direct property damage to the Customer, or other third parties. <br />3 <br />